Tuesday, 4 December 2007

Autodesk Responds to Caveat emptor.

Well, actually Autodesk’s lawyer did, via fax, and therefore it is left to me to post it to the blog as I indicated I would; in doing so I will comment simultaneously.

I quote to avoid misrepresentation, Autodesk’s lawyer says;

“Your most recent email of 19 August 2007 requests a response to your open letter directed to our client at http://miletter.blogspot.com dated 17 August 2007. Your open letter repeats the same ill-conceived grievance in relation to the audit clause in Autodesk’s End User Licence Agreement that our client has responded to fully in the past.

Our client will not be drawn into responding to your weblog and in any way validating your unfounded complaint. The weblog appears to have been established by you for the sole purpose of attacking our client.

We reiterate that any further communications with Autodesk, or its officers or employees should be directed to us.

Our client expressly reserves its rights in full should you take further action to harm its business reputation.”

So I guess I can assume from this response that it is not a response to my weblog because a response would in some way validate the ill-conceived grievance I don’t have :-)

Disclosure!, lawyers love words and expressions and the response detailed is only four paragraphs of nine, the other five paragraphs preceding those quoted are in the main irrelevant in terms of the open letter (as are two of these) and therefore have been omitted; though having said that I guess they all add important bulk to the letter.

On the lighter side, take note of the sales tool embodied in this paragraph. Starting with, “We reiterate….”, this sentence ensures, or at least hopes that further business will be following but as those of us in sales know repeat business is normally a function of customer satisfaction not instruction; weeell, it’s the thought that counts ain’t it**;-)

Another PR tool at work here is the “head in the sand avoids unhappy customers’ principle”. A policy that will work for a period of time but one that ensures the same problem customer will re-surface, as a problem, at some point in the future. Most truly customer oriented companies have a very different and much more ‘how can we help you’ approach: you all know which approach attracts and encourages repeat business.

I digress: what is actually very important in these paragraphs are these sentences; “…..unfounded complaint” and, “Your open letter repeats the same ill-conceived grievance in relation to the audit clause in Autodesk’s End User Licence Agreement that out client has responded to fully in the past.”; and why are these portions so important?

Two reasons, and to start lets look at the second part first; “that out client has responded to fully in the past.” Not so say I: in my reply to Autodesk and their lawyers I made the following statement; “This I found to be a very interesting statement and again it is in need of correction. My general questions relating to the Subscription and Licence contracts and those questions that have more specifically aligned with the Audit clauses HAVE NEVER BEEN ANSWERED. However as you believe that they may have been, else why would you have penned that sentence, then it might be a good idea if you were to look for copies of those answers and forward them to me as quickly as possible. For it would seem to be a pointless waste of time for us all to continue communicating in this form, and for me to continue to have the concerns I do and not be using my software because of those concerns, if the answers to my questions have simply been lost somewhere in the system.

If you cannot find these, previously supplied, replies and assurances, want to provide them to me, but have forgotten or cannot remember what the original questions, I asked, were then please do not hesitate to request me to re-ask the questions; or to make matters easier just reply to my Weblog, through the Weblog and again another problem, as you see it, may be solved. You see, the solutions are all so easy but, hey, why let facts or sensible discussion and effort get in the way of a verbal, time wasting stoush?”

That reply was sent on the 4th October 2007 and as I have not received a response, thus far, it is fair to say that I am right and that my Claytons “ill-conceived grievance” has never been answered.

unfounded complaint “, “ill-conceived grievance in relation to the audit clause in Autodesk’s End User Licence Agreement.” These are, of course, the most important parts of each sentence; Autodesk seem to believe my questions and suggestions are an unfounded complaint and an ill-conceived grievance, do you?

Let’s look at the facts, reviewing again, one of Autodesk’s several audit clauses, it reads:

Autodesk shall have the right to conduct an audit on your premises or by electronic means to ensure that your use of all/any versions of the Software complies with the provisions of this Agreement…” etc.

A small, significant, part of this clause clearly states - electronic means - does it not? And when read in context, Autodesk are ‘requesting’ we give Autodesk permission to use electronic means to access our premises, design and computing systems!

Now right at the very outset I had difficulty with this clause, it contradicts commonsense, raised my curiosity and initiated some thought, the results of which are laid out in my open letter and in the questions - that remain un-answered - and suggestions I have also made to Autodesk.

Make no mistake my concerns are neither an unfounded complaint nor an ill-conceived grievance: Autodesk is requiring you and me, their customers, to give Autodesk electronic access to our premises, our design and computing systems and they are refusing to accept that in doing so it is only reasonable that they allow US a measure of control, unconditional individual, and independent scrutiny of their audit processes - THEY ARE RESISTING THIS? – WHY? This HAS to be determined and seeking that answer will continue to drive what I do.



To close these issues down all Autodesk has to do is accept the commonsense approach I have suggested, or similar, and they may have what they want. Alternatively Autodesk can continue to hold its current position in the trench and I will continue to bring the issues to the fore through Caveat emptor, and other venues, until Autodesk does see sense and accepts a position and process that gives more than just lip service to customers’ protection*.


Three final comments, one of which I will expand on – what is actually collected by CIP*** - in a future posting on this blog;

One) Don’t be fooled by the ‘reasonable notice’ in some Audit clauses; it does not appear in all contracts. Staff love to throw this up as if it is some form of protective shield, it is rubbish, acceptance of the contract is notification, therefore;

Two) Understand, Autodesk’s Customer Involvement Program (CIP***) is a Trojan vehicle, of un-known un-controlled “electronic means”, accessing your computing and design systems; a software tool you should also be very concerned about. Until Autodesk cough-up, if you have not already done so turn Autodesk’s Customer Involvement Program off NOW, if not sooner, in all your Autodesk software and any other software that you have that has similar functionality; and there are others out there. Furthermore, delay no longer; check, read and make sure you understand ALL your software licence contracts, Autodesk are not the only ones to watch.

Three) *The following comments appears in an Autodesk web site;

“non constructuve and spread rumors that CIP was being used to track piracy.. He is also non constructive on the EULA.”

The spelling errors are the authors, have been repeated in the interests of accuracy and are a clue to ownership.

Who do you think the comments refer to and while you’re thinking, ask yourself these questions; why are the comments there and for what purpose? What other personal comments and information, about Autodesk’s customers, are floating around in Autodesk web pages?

And, in allowing this type of information, allowing it to be found, to remain after notification, on a company web site should we customers believe that data collected in Audits, and through the use of Error reports and CIP, should be entrusted to the same organisation and personnel?

R. Paul Waddington.
CAD Software Consumer WatchDog & Bone.

** “You WILL have fries…..riiight…..or else…I’ll…!”

*** “We have a load of instrumentation in our code that watches what customers really do with the software.” Buzz Kross – Autodesk Inc. Interview reported in mcadonline.com.

Friday, 17 August 2007

A Letter to the Directors and Chief Executive Officers of:

Autodesk Inc.
Cadgroup Australia Pty. Ltd.
Scholastic Australia Pty. Ltd.

As some of you will already know I have been trying, unsuccessfully, to arrange discussions with Autodesk and my Autodesk software suppliers for some time now in relation to changes made to Autodesk’s Subscription and Licence contracts dating back to 2004.

With this letter I am once again asking Autodesk and my software suppliers to meet with me to discuss the issues that can arise and affect my business as a result of accepting Autodesk’s Subscription and Licence contracts that contain Audit clauses.

An Autodesk’s Audit clause states, “Autodesk shall have the right to conduct an audit on your premises or by electronic means to ensure that your use of all/any versions of the Software complies with the provisions of this Agreement…” etc.

Clearly the word “your” in the clause quoted above refers to ‘ME’ as the licence purchaser, as it is ‘ME’ who has to accept Autodesk’s contract conditions before I can use and/or access Autodesk’s software and services. Of equal clarity, it is ‘MY’ premises, computing and design systems Autodesk wants to Audit for compliance.

Unfortunately, ascertaining what makes ME ‘compliant’ is not a simple task, whilst reading the contracts provides insight the reality remains compliance is currently an intangible.

As I have stated, to Autodesk and others, on previous occasions I fully understand Autodesk’s right to protect its Intellectual Property (IP). Furthermore I can understand using an ‘Audit’ of some sort to oversee the application of IP. The problem is however, an Audit in its current form is undefined, so by accepting the contract I am effectively giving Autodesk unfettered access to my premises and systems whilst having no idea what Autodesk are intending to do. Autodesk must understand that granting this type of access unaccompanied by discussion, explanation or detail is neither wise nor good business management. To allow another party (specifically Autodesk or its agent in this case), access to my premises and/or access to load and use software on MY systems that can create, collect, collate and/or transmit data from MY premises and/or computing and design systems to another party without my knowledge, control and/or oversight is simply illogical!

Without details of the Audit procedures and indeed the compliance checklist, it is simply incomprehensible for me to grant another party unfettered access to my systems or premises! Not only is it incomprehensible for me, it is incomprehensible for any user of software to accept such an undefined clause! Indeed, it would never be appropriate for me, any individual or company (Autodesk included) to allow another person or company access to load and use software than can create, collect, collate and or transmit data without the systems owners full knowledge, oversight, control and/or some form of validation.

Licencees such as ‘me’ have an acknowledged obligation to protect not only Autodesk’s IP, but the IP of others and my own and it is for this reason deciding who has access to my premises, computing and design systems and who can create, collect, collate, take or transmit data from my premises, computing and design systems IS FOR ME ALONE TO DECIDE. A Court of Law being the obvious exception.

**As it happens; The information Autodesk requires to determine whether ME and MY systems are actually compliant closely matches information collated when the Autodesk Product Manager* software is run. Few would disagree with this statement and if Autodesk was prepared to provide written assurance the printed output from, an Audit using, Autodesk Product Manager* was sufficient proof of my compliance that would be acceptable to me. Indeed acceptance, by us both, of the Autodesk Product Manager* printed output, satisfies a number of criteria, some of which are:

For Autodesk it provides;
- Proof ‘ME’ and ‘MY’ systems are compliant (after all the stated reason for the Audit is “..to ensure that your use of all/any versions of the Software complies with the provisions of this Agreement…” ).

For Autodesk and ME it provides;
- Being in the printed form only, it allows both parties to quickly agree the Audit was conducted as indicated and that the information sought, to determine ‘MY’ compliance, was the only information gathered and retained.
- Having matching printed records will considerably reduce the doubt that would automatically arise as a result of an Audit conducted without oversight or validation.

For ME it provides;
- Proof Autodesk (or its agent) have sought, from my systems, only the information necessary to ensure ‘ME’ and ‘MY’ systems are compliant.
- In printed form it also provides ‘ME’ a record of the Audit event that can be independently verified and validated.
- Of greater importance, to ‘ME’, the printed output provides a document that can be used to demonstrate to those who entrust me with their confidential design data and documents that I have taken all the necessary steps to ensure their data, is secure on MY systems, will not, and/or has not been compromised by an Audit event.

In summary; in “agreeing to” Autodesk’s contracts I am being asked to accept that Autodesk have a right to define my use of their intellectual property and with this basic premise I have no dispute. This has been the case with Autodesk’s licencing from day one and prior to the inclusion of the Audit clause. In good faith, and up until the inclusion of the Audit clause, I have always accepted Autodesk’s claim on its IP and its expectations that I should make every endeavour to protect their IP from improper use and access.

However the inclusion of the Audit clause(s) changed the Subscription and Licence contracts from being tools that defined how I can apply Autodesk’s intellectual property to ones that provide Autodesk an ‘unfettered right of access’ to MY premises and MY computing and design systems and potentially the data contained therein for the stated purpose of conducting a ‘compliance’ audit that is not clearly defined! With this change I have fundamental and well founded objections!

My requests have always been to speak with Autodesk with the purpose of achieving an outcome that satisfies Autodesk’s legitimate IP protection needs whilst also satisfying the equally legitimate IP protection needs that I and indeed all CAD software users have. Having outlined the reasons for my request and a solution I trust you (Autodesk’s management) will reconsider your current stance and in a reply on this forum provide me the opportunity and assurances I have requested.

I look forward to your favourable and speedy response,
R. Paul Waddington.
Proprietor – cadWest.

* - Autodesk Product Manager Version 2.

** - To determine a licencees compliance Autodesk needs only a printed document detailing the following information, and nothing more!

PC Name (of only computers on which Autodesk product is loaded)
Autodesk Products Name
Autodesk Product Version Number
Installation Location
Serial Number
Installation Type
Query Date
24th May 2007

Buyer Beware…’, was the title of a letter published in the Sydney Morning Herald on the 24th May 2005. It detailed a fundamental shift in the use of a particular EULA away from being a tool that defined the rules of use for software – reasonable - to a legally enforceable contract containing a number of questionable conditions including one granting the licensor, "the right to conduct an audit on your premises or by electronic means"; unreasonable!

The EULA moved from being a contract defining what you can and cannot do with software to a contract, if accepted unchallenged, that specifically gives the licensor access to your premises, business, design and computing systems!

Caveat emptor, the Blog, is an extension of that original letter and highlights my original, unanswered, requests relating to the addition of Audit clauses in my existing Subscription and Licence contracts. Requests for information and detail that I, as an established licence holder and customers, have every right to; and information the licensor should be compelled and obligated to provide!

If my goal is considered offensive, unjustified or unreasonable it will only be by those who believe protecting their IP is more important than that of others. To them I make no apology; if the issues raised previously had been broached correctly, and in the first instance, they would have long ago passed by.

Caveat venditor: ‘Like a dog with a bone’, I have absolutely no intention of letting go of these issues until they all are sensibly discussed and answered as I believe they should be!